**EXHIBIT 99.1****Cautionary Factors That Could Affect Future Results**     In connection with the “safe harbor” provisions of thePrivate Securities Litigation Reform Act of 1995, we present thecautionary statements set forth below, identifying importantfactors that could cause our actual results to differ materiallyfrom those projected in forward-looking statements made by us.You should carefully consider each of the following risks andall of the other information in this report. The risks anduncertainties described below and contained in this report arenot the only ones we will face. Additional risks anduncertainties not presently known to us or that we currentlybelieve to be immaterial may also adversely affect ourbusinesses. If any of the risks and uncertainties develops intoactual events, our business, financial condition or results ofoperations could be materially affected. If that happens, thetrading price of our common stock could decline significantly.**Risks Related to Our Business****We may not be able to identify, consummate and integratesuitable acquisitions or achieve the benefits we expect fromacquisitions.**     One of our principal business strategies is to pursue growththrough the acquisition of other independent distributors.Because we focus our acquisition efforts on market areas inwhich we have an existing presence and on bordering marketareas, we may not always be able to find suitable acquisitioncandidates. Even if we are able to identify an attractiveacquisition candidate, we may incorrectly judge its value, maynot locate and assess all its liabilities and may not be able tonegotiate the terms of the acquisition successfully. Inaddition, we may have difficulty integrating the products,services or technologies of the acquired business into ouroperations, retaining key employees and retaining customers ofthe acquired company. Although we believe that we have morecarefully controlled customer attrition in our recentacquisitions, loss of customers has had significant adverseconsequences in some of our acquisitions and could occur in thefuture. These difficulties could disrupt our ongoing business,strain our resources, distract our workforce and divert ourmanagement’s attention from our day-to-day operations.Acquisitions may also result in lower than expected sales andnet income, higher than expected costs and liabilities or a needto allocate resources to manage unexpected operatingdifficulties.**We may need additional capital to finance our acquisitions,which may limit our ability to successfully grow throughacquisitions or require us to accept unfavorable financing termsin connection with a potential acquisition.**     Our acquisitions have historically been debt financed, and weexpect that future acquisitions will be financed primarily withinternally-generated funds supplemented with borrowings underour revolving credit facility and seller financing as necessary.We may not be able to obtain financing when needed or on termsfavorable to us. This may limit our ability to execute ourgrowth strategy successfully or require us to accept unfavorablefinancing terms. We do not currently use shares of our commonstock or other securities as consideration for acquisitions, butwe may do so in the future and may issue common stock to raisecash that is used in acquisitions. If we decide to acquirebusinesses through the issuance of equity or convertible debtsecurities, the percentage ownership of our shareholders wouldbe reduced and these securities might have rights, preferencesand privileges senior to those of our current shareholders andpurchasers in this offering.**An impairment of goodwill or other intangible assets couldhave a material adverse effect on our results of operations.**     Acquisitions frequently result in the recording of goodwill andother intangible assets. At March 31, 2005, goodwillrepresented approximately 25% of our total assets. Goodwill isno longer amortized and is subject to impairment testing atleast annually using a fair value-based approach. In testing theimpairment of goodwill, we consider and balance a variety ofvaluation methods, including formal criteria of the UniformStandards of Professional Appraisal Practice, or USPAP, forassessment of the fair market value of a business as a whole. Inaccordance with USPAP, we use a discounted cash flow analysisincluding, where applicable, appropriate market-based deductionsand discounts, and take into account any extraordinaryassumptions and hypothetical

 
conditions which may have an impact on our determination. Inaddition to this approach for valuing our business as a whole,we also consider goodwill by location or groups of locationsbased upon our operating segments. The application of each ofthese methods involves a number of estimates and assumptions,and the weighting and balancing of the methods and their resultsalso involves assumptions and the application of considerablejudgment. We may be required to adjust our assumptions andestimates when events or changes in circumstances indicate thatthe carrying amount of goodwill may not be recoverable. To theextent we make this determination, we would be required toreduce the carrying value of our goodwill by taking a chargethat will reduce our earnings in the period taken and reduce ourequity at the end of the period. We cannot be certain that theassumptions and judgments we have made regarding the carryingvalue of our goodwill will prove accurate and that we will notbe required to take impairment charges in the future.**If we are unable to effectively manage our growth, ourfinancial and managerial resources may be stressed and ourbusiness may be harmed.**     Any future growth will require us to continue to implement andimprove operational, financial and management information andcontrol systems and human resources on a timely basis and tomaintain effective cost controls. In addition, we have madestaff reductions as part of our profit improvement plan. As wegrow, implement controls and procedures under the Sarbanes-OxleyAct of 2002 and handle other extraordinary corporate events, ourhuman resources may be strained. For example, we couldexperience difficulties that could delay or prevent us fromupgrading our technology and network infrastructure, which couldimpede the improvement of such systems. We cannot fully assessour ability to manage our growth successfully in the future. Ifwe are unable to manage our growth effectively, our financialand managerial resources may become overextended and ourfinancial condition and operating results, including ourprofitability, could be significantly harmed.**We might not be able to achieve continued improvements in, oravoid deterioration in, our operating results through ourprocess improvement plan.**     Although we achieved improved operating results in fiscal 2004and year-to-date in fiscal 2005 that we have attributed to ourprocess improvement plan, many facets of that plan have alreadybeen implemented and we cannot predict whether these measureswill generate any further benefits. Further, we cannot becertain that the cost savings measures we have implemented,including staff reductions and location consolidation, will nothave a longer-term negative impact on our customer relationshipsor our ability to manage our business.**We face competition in our industry and may have difficultyexpanding and maintaining our customer base.**     Our profitability may be affected by competition, which is basedprimarily on service, customer loyalty and, to a lesser extent,price. There are several competitors in each of the markets inwhich we operate, some of which are able to compete with us forlarger customers by providing services over a larger geography.Many customers tend to develop long-term relationships withtheir distributor and it may, therefore, be difficult for us togain new customers, other than through the acquisition of otherdistribution businesses. If we are unable to increase ormaintain our customer base, our revenues may decline and ourprofitability may be negatively impacted. In addition, ourcompetitors may seek to maintain or increase their market shareby reducing prices. If we reduce the price of our products inresponse to competition in our industry, our revenues, incomeand cash flows may be adversely impacted and we may not be ableto maintain our current profitability levels, to continue thelevel of capital expenditure necessary to support our businessor to meet our obligations under our debt instruments.**Failure to retain our key employees or attract and retainqualified technical personnel could harm our competitiveposition.**     Our businesses are managed by a small number of management andoperating personnel, the loss of certain of whom could have amaterial adverse effect on our operations. We believe that ourability to manage our planned growth successfully will depend inlarge part on our continued ability to attract and retain highlyskilled and qualified personnel. With the exception of ourChairman, our executive officers have changed since

 
our initial public offering in 1997. Further changes could causebusiness disruption. We maintain non-compete agreements withsome of our key sales management personnel, particularly thosepersonnel at acquired locations, and have employment agreementswith our President and our Chief Operating Officer that containcovenants against competition. We do not, however, have theseagreements with all key personnel. In our industry, identifying,hiring and retaining new, highly skilled technical andmanagerial personnel is both a competitive and costly process.If we fail to retain our key employees, the expansion of ourbusiness could be inhibited, harming our competitive position,and our income and resources may decline and cause yourinvestment in us to lose value.**Increased energy and other costs could reduce ourprofitability.**     Energy costs, which are to a large extent subject to factorsbeyond our control, impact our business in several respects.Because the production of industrial gases requires significantamounts of electrical energy, industrial gas prices havehistorically increased as the cost of electric energy hasincreased. Shortages of energy may cause energy prices tocontinue to rise and, as a result, increase the cost ofindustrial gases. Historically, we have not entered into hedgingagreements to protect us from increases in energy costs. Inaddition, a portion of our distribution costs consists of dieselfuel costs, which have recently increased to record levels.Furthermore, the price of propane is influenced significantly bythe cost of crude oil, largely because propane competes withcrude oil-based fuels. As the price of propane continues toreflect the rising price of crude oil, our sales of propane maydecrease and adversely affect our financial results. Although wehave historically been able to pass most of the increases in theabove-referenced costs to our customers, we may not be able tocontinue to do so in the future. Increases in energy costs andother costs that we are unable to pass on to our customers couldsignificantly reduce our profitability.**General economic and business factors that are largely out ofour control may adversely affect our results of operations.**     Our business is dependent upon a number of factors that mayadversely affect our results of operations, many of which arebeyond our control. Recessionary economic cycles and downturnsin customers’ business cycles, particularly in regions andindustries in which our customers operate can adversely affectour business. In addition, economic conditions may adverselyaffect our customers, many of whom are in businesses that arecyclical in nature. Customers encountering adverse economicconditions represent a greater potential for loss, and we may berequired to increase our allowance for doubtful accounts. We arealso affected by increases in insurance and transportation costsand interest rates. In addition, we cannot predict the effectsof actual or threatened armed conflicts or terrorist attacks,efforts to combat terrorism, military action against any foreignstate or group located in a foreign state or heightened securityrequirements on the economy or consumer confidence in the UnitedStates. Any of these events could impair our operatingefficiency and productivity or result in increased costs for usdue to security measures.**Because the distribution and sale of propane isweather-related, changes in the weather could adversely affectour revenues.**     Much of the distribution and sale of propane is seasonal innature and sensitive to variations in weather, with consumptionas a heating fuel peaking sharply in winter months. Sales ofpropane may be negatively impacted during periods of warmweather, and sustained periods of weather conditionsinconsistent with normal weather patterns can create volatilityin our earnings. Significantly warmer weather could decrease thedemand for propane and have a material adverse effect on ourbusiness, results of operations and financial condition.**We could be adversely affected by increases in health carecosts.**     We provide health care benefits to our employees underself-funded programs through which a third-party administratorsettles and pays claims by our employees that we fund and forwhich we accrue costs. We established a reserve for these costsbased on our estimate of the level of outstanding claims,including claims incurred but not reported, based uponhistorical payment patterns, knowledge of individual claims andestimates of health care costs. These estimates are inherentlyuncertain and may not accurately reflect the actual level ofoutstanding claims and the resulting costs. Because our employeehealth care benefit program is

 
self-funded and we assume the risk of health care costs of ouremployees up to a limit on every individual claim, we may beadversely affected by the rising costs of health care, anincrease in the number of such claims or an increase in thevalue of individual claims.**The unionization of part of our workforce may adverselyaffect our operating results.**     Approximately 13% of our employees are currently covered bycollective bargaining agreements. We are required to negotiatethe wages, salaries, benefits and other terms with theseemployees collectively. Our results of operations could beadversely affected by labor negotiations and/or labor disputesin the future, particularly if a greater portion of ourworkforce joins a union.**We are dependent upon relatively few suppliers and if one ormore of these suppliers discontinued sales to us, our operationsmight be temporarily interrupted.**     There are several competing suppliers of most of the productsthat we purchase, although for business reasons we haveconcentrated our purchases with only a few suppliers. Wepurchase industrial gases pursuant to supply arrangements andopen purchase orders with three of the five major gas producersin the United States. The largest such producer accounted forapproximately 45% of our gas purchases in fiscal 2004. Wepurchase welding equipment and consumable supplies from a numberof vendors. Wepurchased 65% of our propane from a single supplier in fiscal2004. Although we believe that supplies have historically beenreadily available, if one or more of these suppliers were tounexpectedly discontinue sales of a product to us, we would haveto secure alternate sources of supply, and we could experiencedecreases in our profit margins if our arrangements with suchalternate sources of supply were less favorable than those withour current suppliers and a decrease in our revenue if we wereunable to obtain a sufficient supply of product.**Our inability to comply with certain financial covenants inour revolving credit facility could have an adverse effect onour business and the price of our common stock.**     Our credit facility provides for revolving borrowings of up to$75 million maturing on April 30, 2009. The facilityis secured by substantially all of our assets and containsvarious financial covenants applicable to us, includingcovenants requiring minimum fixed charge coverage and maximumfunded debt to earnings before income taxes, depreciation andamortization, or EBITDA. Although we are currently in compliancewith these covenants, a failure to comply would constitute adefault under the credit facility. A default, if not waived byour lenders, could cause our outstanding indebtedness under thecredit facility becoming immediately due and payable, and couldalso cause cross-defaults under other agreements that results inthe indebtedness under those agreements to become immediatelydue and payable as well. If we were required to obtain waiversof a default or defaults, we could incur significant fees andtransaction costs. If waivers of defaults are not obtained, wemight have difficulty borrowing sufficient additional funds torepay the debt. Even if new financing is made available to us,it may not be available on acceptable terms.**Our business is subject to product liability claims, any ofwhich could have a material adverse effect on our business.**     Propane is, and many of the other industrial gases we sell are,extremely flammable, explosive products. Serious personalinjury, property damage or loss of life can result from impropertransportation, storage, production or use of these products.Further, the industrial products we sell often contain orproduce toxic substances that may cause injury or damage ifimproperly formulated or used. For example, some of ourcompetitors have been found liable for alleged injuries anddiseases from exposure to asbestos in welding rods and we havebeen named in suits alleging damages for exposure to bothasbestos and manganese fumes from welding rods. Our businessentails an inherent risk of liability in the event of productfailure or damages resulting from the use of our products andwe, therefore, maintain product liability insurance against anysuch claims in amounts we believe to be adequate. Although wehave never been subject to significant liability forproduct-related issues and believe our liability as a productdistributor may be more limited than the liability ofmanufacturers of such products, we cannot assure you that wewill not be subject to a significant claim in the future, thatwe will be able to successfully defend claims, or that if wewere to be found liable on a claim, it

 
would not exceed the limits of our insurance coverage.Furthermore, we can not be certain that we will be able tocontinue to obtain liability insurance on acceptable terms.**We have been subject to litigation on other matters thatcould, if resolved unfavorably, adversely impact our operatingresults.**     We have, from time to time, been the subject of suits allegingviolations of employment law, vehicular damage, injury andvarious other actions. These suits often seek punitive damages,attorneys’ fees, injunctive relief and other remedies, andthere is management and employee time taken to handle theseclaims. Some of our insurance policies do not cover punitivedamages or provide for the payment of attorneys’ fees inaddition to the limits of coverage. There are, for example,currently several actions pending against us alleging damages inconnection with employment or termination of employment. Thereis no assurance that insurance will be available or adequate toprotect us from claims. An unfavorable result in these actionscould adversely impact our operations during the period decided.**Risks Related to Our Common Stock****Gary E. West owns a majority of our voting stock and may be in a position to control most of ourdecisions, including the election of our directors and theapproval of business combinations**     Gary E. West, Chairman of our Board ofDirectors, controls a majority of the outstandingshares of our common stock. As a result, Mr. West hasthe ability to exercise effective control over the election ofour Board of Directors and the outcome of corporate actionsrequiring shareholder approval, including the amendments ofcertain provisions of our certificate of incorporation and bylaws, theapproval of any equity-based compensation plans and the approvalof fundamental corporate transactions, including mergers. Inlight of this control, other companies could be discouraged frominitiating a potential merger, takeover or any other transactionresulting in a change of control of the Company that couldpotentially be beneficial to our business or to ourshareholders. This may in turn reduce the price that investorsare willing to pay in the future for shares of our common stock.**There are transactions with related parties that may resultin conflicts of interest.**     We have entered into a number of transactions with relatedparties, including variable interest entities in which certainof our directors and executive officers have interests. Forexample, we lease 32 buildings from West Rentals, Inc., of which30 are leased pursuant to a Master Lease Agreement thatterminates in April 2011 and two are leased pursuant topass-through subleases. Mr. West is the sole shareholder ofWest Rentals. We have also entered into other transactions withrelated parties. These related party transactions could causeconflicts of interest between us and the other parties to thetransaction, which could lead to less favorable results than ifthe transactions had been with unrelated parties.**Our financial statements reflect assets, liabilities andresults of several entities controlled by our Chairman and inwhich we have no economic interest.**     We have been required under recently adopted accountingprinciples to consolidate in our financial statements thefinancial results and position of several entities controlled byGary E. West, Chairman of our Board of Directors and our largestshareholder. Although we do not have any equity interest inthese entities, this consolidation causes us to report: •     less operating, distribution and administrative expense because    the rent expense we pay to these entities is reduced in    consolidation;  •     more interest and depreciation expense because the properties    these entities hold are financed and generate considerable    depreciation;  •     more other income because we report the rental income that these    entities generate;  •     higher balances of buildings and equipment representing the    principal asset of these entities; and  •     higher indebtedness because of the outstanding mortgage loans on    those properties.Our financial ratios and our ability to comply with thefinancial covenants contained in credit and other agreementscould be adversely affected by the inclusion of the results ofoperations of these entities and the asset and liabilitybalances they hold, our financial results could be more volatileand difficult to understand and some forms of financing (such asasset-backed securitization) may become less available or morecostly to us because of this consolidation. •     other events or factors that may be beyond our control, such as    general domestic economic, industry and market conditions,    legal, regulatory or political developments affecting our    industry and expectations of the future strength or weakness of    the United States economy.

 
**We are subject to a right of first refusal agreement whichmay delay or restrict future equity financings andtransactions.**     In connection with one of our acquisitions we entered into aright of first refusal agreement with our largest shareholderGary E. West, several of Mr. West’s affiliated personsand entities, and Praxair, Inc. The right of first refusalagreement, which is effective through September 29, 2006,provides Praxair the right: •     to match any third party offer to purchase all or a material    part of our assets;  •     to match any offer to purchase shares from Mr. West and his    affiliates that would cause their ownership of our capital stock    to drop below 51% on a fully-diluted basis; and  •     to purchase all of the shares held by Mr. West and his    affiliates if Mr. West proposes to dispose of his shares in    a transaction prior to the expiration of the agreement that would result in his    controlling less than 51% of our shares, or if we issue    additional shares that would cause his ownership to drop below    that percentage.Although there is no limitation under the agreement with Praxairon our ability to issue additional shares of capital stock, aslong as Mr. West and his affiliates own 51% or more of ourissued and outstanding capital stock, the agreement creates anumber of undesirable outcomes if we were to issue shares priorto September 29, 2006 that would result in Mr. Westand his affiliates owning less than 51%. Further, the right offirst refusal agreement likely will cause us difficulty prior toSeptember 29, 2006 in connection with considering andnegotiating offers to acquire Valley, because bidders may beunwilling to maintain an offer while the notice periods in theagreement run. Accordingly, the right of first refusal agreementcould, until September 29, 2006, limit our ability to raisecapital through the sale of capital stock to parties other thanPraxair, may delay future offerings, may restrict our ability toconsummate strategic transactions involving the issuance ofstock, such as mergers, acquisitions, share exchanges and thelike, and may limit our flexibility to grant incentives toemployees through the issuance of stock options and otherconvertible securities.**Provisions of our charter documents and Pennsylvania lawcould restrict certain actions that you may consider favorableand could deprive you of opportunities to sell your shares ofour common stock at prices higher than prevailing marketprices.**     Our Articles of Incorporation give our Board of Directors theauthority to issue up to 5,000,000 shares of preferredstock and to determine the price, rights, preferences andprivileges of those shares without any further vote or action bythe shareholders. The rights of the holders of common stock willbe subject to, and may be adversely affected by, the rights ofthe holders of any preferred stock that may be issued in thefuture. The issuance of shares of preferred stock, whilepotentially providing desirable flexibility in connection withpossible acquisitions and other corporate purposes, could havethe effect of making it more difficult for a third party toacquire a majority of our outstanding voting stock. ThePennsylvania Business Corporation Law authorizes our directors,in discharging their fiduciary duties, to consider the interestsof a number of different constituencies, such as employees,suppliers, customers, creditors, shareholders and thecommunities in which our offices or other establishments arelocated, and does not require our directors to consider or favorthe interests of our shareholders to a greater degree than thoseof other constituencies.     Furthermore, certain provisions of our Articles, our Bylaws andthe Pennsylvania Business Corporation Law (including provisionsallowing the removal of a director by shareholders only forcause, providing for the Board of Directors to be divided intothree classes to serve for staggered three-year terms andsetting forth a heightened quorum for certain actions byshareholders) could limit the price that certain investors mightbe willing to pay in the future for shares of our common stockand may have the effect of delaying or preventing a change incontrol that our shareholders may consider favorable orbeneficial. These provisions may also reduce the likelihood ofour acquisition at a premium price by another person or entity.**If we fail to maintain an effective system of internalcontrols, we may not be able to accurately report our financialresults or prevent fraud. As a result, current and potentialstockholders could lose confidence in our financial reporting,which would harm our business and the trading price of ourstock.**     Effective internal controls are necessary for us to providereliable financial reports and effectively prevent fraud.Section 404 of the Sarbanes-Oxley Act of 2002 will requireus to evaluate and report on our internal controls overfinancial reporting and have our independent registered publicaccounting firm attest to our

 
evaluation, beginning with our Annual Report on Form 10-Kfor the fiscal year ending June 30, 2007. The process ofstrengthening our internal controls and complying withSection 404 will be expensive and time consuming, and willrequire significant attention of management. We cannot becertain that the measures we take will ensure that we implementand maintain adequate controls over our financial processes andreporting in the future. Failure to implement required new orimproved controls, or difficulties encountered in theirimplementation, could harm our operating results or cause us tofail to meet our reporting obligations. If we or our independent registeredpublic accounting firm discovers a material weakness, thedisclosure of that fact, even if quickly remedied, would reducethe market’s confidence in our financial statements andharm our stock price. In addition, a delay in compliance withSection 404 could subject us to a variety of administrativesanctions, including the suspension or delisting of our commonstock from the American Stock Exchange and the inability ofregistered broker-dealers to make a market in our common stock,which would further reduce our stock price.